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Terms and Conditions

1. Scope and Contracting Parties

These General Terms and Conditions (hereinafter "Terms") apply to all contracts between Matthias Meyer, trading as StudioMeyer (hereinafter "Contractor" or "StudioMeyer"), and the customer for services, SaaS subscriptions and software licences in the areas of web design, AI automation, custom MCP server development, hosting and related digital products. These Terms apply to both business customers (entrepreneurs as defined in §14 German Civil Code, hereinafter "B2B customers") and consumers (as defined in §13 German Civil Code), unless expressly distinguished. Deviating, conflicting or supplementary terms of the customer do not become part of the contract unless their validity is expressly agreed in writing. The current version of these Terms is available at https://studiomeyer.io/agb.

2. Service Categories

StudioMeyer distinguishes three categories of services, some of which are subject to different rules. 2.1 Services (project-based) Individually agreed projects based on a written offer. Scope, timeline and fee are determined individually in the offer. These include in particular: • Web design and development (AI-Ready websites, landing pages, relaunches) • Custom MCP server development (Model Context Protocol servers for CRM/DB/ERP integration) • n8n workflow automation (custom business-process workflows, Zapier alternative) • AI consulting (strategy, feasibility, technology recommendations) • AI visibility / GEO service (audit, discovery-stack setup, citation building, monitoring) • Content & marketing (AI-supported content, social media, SEO) • Tourism automation Mallorca, setup portion (initial deployment of InselBot, MallorcaFlow, MallorcaStay) • AI integration into existing systems 2.2 SaaS subscriptions (self-service) Ongoing subscriptions concluded by the customer via self-booking. Access is provided via a URL chosen by the customer. Auto-renewal is standard; cancellation is possible at any time effective at the end of the current billing period. These include in particular: • StudioMeyer Memory (memory.studiomeyer.io), AI memory server with MCP tools, plans Free / Solo / Team / Scale • Crew (crew.studiomeyer.io), agent personas, Free plan • CRM (crm.studiomeyer.io), AI-native CRM via MCP • GEO (geo.studiomeyer.io), AI visibility monitoring, Free plan • SmartBot SaaS (smartbot.studiomeyer.io), AI chatbot platform • AI-Server (managed AI system on the customer's own server, individual terms) • Tourism automation Mallorca, ongoing operation (monthly fees for InselBot, MallorcaFlow, MallorcaStay after setup) 2.3 Software licences (plugins) One-time or annually renewable software licences with download and local installation at the customer's premises. These include: • AI-Ready WP Pro (WordPress plugin, annual or lifetime licence) • SmartBot WP Pro (WordPress plugin, annual licence) The specific scope, price and term are stated in the respective offer, product page or Stripe checkout.

3. Conclusion of Contract

The presentation of services on the website does not constitute a binding offer, but an invitation to the customer to submit an offer. For services, the contract is concluded when the customer accepts an individual offer from the Contractor in writing (email is sufficient) or makes a payment on the basis of that offer. For SaaS subscriptions and software licences, the customer submits a binding offer to conclude the contract by completing the Stripe checkout process or a comparable ordering procedure. The contract is concluded upon sending of the order confirmation or activation of access.

4. Prices and Payment Terms

The prices stated in offers and on the website are final prices. Due to the application of the small business rule under §19 German VAT Act, no German value-added tax is charged or shown by the Contractor. For electronically supplied services (SaaS subscriptions, software downloads) to consumers resident in another EU member state, upon exceeding the EU thresholds (€10,000 per calendar year under §3a (5) German VAT Act) the value-added tax of the destination country may apply. In this case the Contractor is entitled to adjust the prices by the applicable VAT and to remit that VAT via the One-Stop-Shop (OSS) procedure. For services, the payment milestones agreed in the offer apply. Unless otherwise agreed, 50 percent of the project price is due upon conclusion of the contract and 50 percent upon acceptance. For SaaS subscriptions, payment is made monthly in advance via the payment service provider stored in the account (e.g. Stripe). The subscription renews automatically at the end of each billing period for a further billing period unless cancelled in time (see §10). For software licences, the purchase price is due on ordering. Annual licences automatically renew for another year at the full annual price; notice periods are governed by §10. Price adjustment right for SaaS subscriptions: The Contractor is entitled to adjust the prices of ongoing subscriptions once per calendar year. Price increases will be announced to the customer in text form at least 6 weeks before they take effect. In that case the customer has a special right of termination which may be exercised without notice as of the date the price increase takes effect. In case of payment default, the Contractor is entitled to charge default interest at the statutory rate (§288 German Civil Code). In case of payment default of more than 14 days, the Contractor is entitled to suspend service provision or access to SaaS products.

5. Right of Withdrawal for Consumers

This section applies exclusively to contracts with consumers as defined in §13 German Civil Code. Instruction on the right of withdrawal You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period is 14 days from the day of conclusion of the contract. To exercise your right of withdrawal you must inform us (Matthias Meyer, email: [email protected], postal address see imprint) by means of a clear statement (e.g. a letter sent by post or an email) about your decision to withdraw from this contract. You may use the model withdrawal form below, but this is not mandatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired. Consequences of withdrawal If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and in any event no later than 14 days from the day on which we receive notification of your decision to withdraw from this contract. For the reimbursement we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees as a result of the reimbursement. If you requested that the services should begin during the withdrawal period, you shall pay us a reasonable amount proportionate to the services already provided up to the time you notified us of the exercise of the right of withdrawal, compared with the total scope of the services envisaged in the contract. Expiry of the right of withdrawal The right of withdrawal expires early if • for services: the Contractor has fully performed the service and only began performance after you expressly consented and simultaneously confirmed that you acknowledge losing your right of withdrawal upon full performance by the Contractor; • for digital content (SaaS subscriptions, software licences, downloads): the Contractor has begun performance of the contract after you expressly consented that performance of the contract begin before the end of the withdrawal period, you confirmed your awareness that by consenting to the start of performance you lose your right of withdrawal, and the Contractor provided you with confirmation pursuant to §312f (3) German Civil Code on a durable medium. Model withdrawal form (If you wish to withdraw from the contract, please complete and return this form.) — To: Matthias Meyer, [email protected] — I/we (*) hereby give notice that I/we (*) withdraw from my/our (*) contract of sale of the following goods (*) / for the provision of the following service (*) — Ordered on (*) / received on (*) — Name of consumer(s) — Address of consumer(s) — Signature of consumer(s) (only if this form is notified on paper) — Date (*) Delete as appropriate.

6. Service Provision and Cooperation Obligations

The Contractor provides services to the best of knowledge and according to the current state of the art. Specific delivery dates are agreed in the offer and are binding insofar as they are designated as such. The customer is obliged to provide the information, access rights, materials and approvals necessary for service provision in a timely and complete manner. Delays resulting from non-fulfilment of these cooperation obligations are at the customer's expense; agreed dates shall shift accordingly. The customer is responsible for the accuracy and lawfulness of the content provided by the customer (texts, images, logos, data). The customer warrants that the content provided does not infringe any third-party rights, in particular no copyright, trademark or personality rights. For SaaS products, the customer is responsible for the security of the customer's access credentials and for protecting the account from unauthorised access.

7. Warranty and AI Output

The Contractor warrants that the services provided substantially correspond to the agreed specifications at the time of acceptance. Obvious defects must be notified in text form within 14 days of service provision. Justified defects will be remedied free of charge within a reasonable period. For SaaS products, the warranty obligation applies for the duration of the contract. The Contractor endeavours to achieve high availability but cannot guarantee uninterrupted availability. Planned maintenance windows will be announced to the customer in good time. AI output disclaimer: Where services are based on artificial intelligence models (large language models, vision models, etc.), the following applies: • AI models may produce incorrect, incomplete or inaccurate output ("hallucinations"). This is technically inherent and cannot be entirely excluded. • All content generated by AI models (texts, recommendations, classifications, chat responses) constitutes suggestions, not legally binding statements. • The customer is obliged to review AI-generated content before forwarding it to third parties or end customers, or before using it in business-critical decisions. • The Contractor is liable for AI output pursuant to §8 of these Terms. Any liability going beyond §8 for damages based on AI output adopted by the customer without review is excluded to the extent legally permissible. For consumers, mandatory statutory liability remains unaffected. For software or products marked BETA, limited warranty applies: beta features are provided without assurance of specific characteristics and may exhibit bugs, outages or changing functionality. Productive use is at the customer's own risk.

8. Liability

The Contractor is fully liable for intent and gross negligence as well as for damages arising from injury to life, body or health. For slight negligence, the Contractor is only liable for breach of essential contractual obligations (cardinal obligations). In that case, liability is limited to the damage foreseeable at the conclusion of the contract and typical for this type of contract. Liability for data loss is limited to the typical recovery effort that would have occurred with regular and risk-appropriate creation of backup copies. The customer is obliged to create own backups of business-critical data. Liability for indirect damages, consequential damages and lost profits is excluded to the extent legally permissible. The limitations of liability in this section do not apply in cases of fraudulent concealment of defects, in the event of assumption of a guarantee, and not towards consumers in cases where mandatory law provides for more extensive liability (in particular under the Product Liability Act).

9. Data Protection and Processing on Behalf

The Contractor processes personal data exclusively within the framework of applicable data protection laws, in particular the GDPR. The privacy policy is available at https://studiomeyer.io/datenschutz. Data processing agreement (DPA): Where the Contractor processes personal data of the customer on behalf (Art. 28 GDPR) in the course of providing services, a separate data processing agreement will be concluded upon the customer's request. The model DPA is available on request at [email protected]. Subprocessors: The Contractor uses the following subprocessors to provide services, to which the customer consents upon conclusion of the contract: • Hetzner Online GmbH, server hosting, Germany • Supabase Inc. PostgreSQL database hosting, EU region Frankfurt • Cloudflare, Inc. DNS, CDN, edge security, email routing (USA, EU-US Data Privacy Framework) • Stripe Payments Europe Ltd. payment processing, Ireland • Anthropic PBC, AI models Claude (USA, EU-US Data Privacy Framework) • OpenAI, Inc. AI models GPT (USA, EU-US Data Privacy Framework), only for selected chatbot products • Brevo (Sendinblue SA), email delivery, France • Google LLC (PageSpeed API), performance measurement in the Website-Check tool (USA, EU-US Data Privacy Framework) • n8n GmbH, workflow automation, Germany / EU self-hosted • Umami Software, Inc. cookieless analytics, USA / EU self-hosted For data transfers to the USA, the Contractor relies primarily on the EU Commission's adequacy decision of 10 July 2023 (EU-US Data Privacy Framework) and subsidiarily on the EU Standard Contractual Clauses (Implementing Decision 2021/914/EU) including a Transfer Impact Assessment. DPF-certified recipients are listed in the DPF register (https://www.dataprivacyframework.gov). The current subprocessor list is available on request. In case of changes, the customer will be informed at least 30 days before they take effect and may object for legitimate reasons.

10. Contract Term and Termination

10.1 Services (project-based) Project contracts end upon full delivery of the agreed service and acceptance by the customer. Ordinary termination during ongoing projects is excluded unless otherwise agreed in the offer. For web design projects under the one-time purchase model (fixed price), code, design and content become the customer's property upon full payment and acceptance. The customer receives the source code in a Git repository for self-management or self-hosting. Under the web design subscription model (monthly payment), the source code remains with the Contractor, see §10.2. 10.2 Website maintenance subscriptions after project (monthly model) For web design under the monthly subscription model (e.g. Webdesign Starter EUR 199/month or Professional EUR 299/month), the following applies: • Minimum term 12 months from launch of the website. The setup fee covers the initial delivery; the ongoing monthly fee covers hosting, updates and support during the term. • After expiry of the 12-month minimum term, the subscription is cancellable monthly effective at the end of the current billing period (cancellation takes effect from month 13). • Consumers may additionally cancel the subscription at any time via the cancellation button provided in the customer account (§312k German Civil Code). Cancellation becomes effective at the end of the minimum term if it is still running, otherwise at the end of the current billing period. • The source code of the website remains with the Contractor under the subscription model. An automatic transfer of the source code to the customer after expiry of the minimum term does not take place. The source code is only handed over under the one-time purchase model (see §10.1). • A switch from the subscription to the one-time purchase model is possible on request. Amounts already paid under the subscription may, after individual review, be credited proportionally against the one-time price (depending on term and project scope). • After termination, the service continues for 14 days (grace period). Website data (CMS content, configurations, media) is retained for 6 months because it is typically needed for migration to a new provider. During this period a data export can be requested. • After the grace period the website is deactivated. The customer may reactivate the subscription at any time or switch to the one-time purchase model if available. 10.3 SaaS subscriptions • Monthly termination at any time effective at the end of the current billing period, directly via the customer account or by email to [email protected]. • Consumers can additionally terminate contracts at any time via the termination button provided in the customer account (§312k German Civil Code). • After termination, access remains until the end of the already paid billing period. • Customer data is retained for 30 days after the end of the billing period. During that time the customer can export the data. After expiry, the data is deleted automatically. • Reactivation of the subscription within those 30 days is possible with the existing data. • The shorter retention period (30 days vs. 6 months for website maintenance) reflects that SaaS data can be secured directly by the customer via standardised export functions. 10.4 Software licences • Lifetime licences remain valid as long as the product is made available by the Contractor. If the product is discontinued, the customer will be informed at least 6 months in advance. • Annual licences for B2B customers renew automatically for another year unless cancelled at least 14 days before expiry. • For consumers, annual licences carry a notice period of 1 month to the end of the current licence period (§309 no. 9 German Civil Code). 10.5 Extraordinary termination Both parties may terminate the contract without notice for good cause. Good cause exists in particular in cases of: • payment default of more than 30 days despite reminder • serious breach of contract without remedy despite warning • cessation of payments or opening of insolvency proceedings • unlawful use of SaaS products or breach of fair-use provisions In case of termination by the customer for reasons attributable to the Contractor, services already rendered will be remunerated accordingly. In all other cases, the agreed remuneration claim remains in effect.

11. Usage Rights and Intellectual Property

For services, upon full payment of the agreed fee the customer receives the unlimited, transferable right of use for the purpose of the contract to the work results specifically created for the customer (e.g. design, texts, code). Excluded from this transfer are content provided by the customer (texts, images, logos, data), those remain the customer's property and the customer is responsible for their lawfulness. General tools, frameworks, libraries and templates (e.g. Next.js, React, the Contractor's own MCP server templates, reusable components) used by the Contractor in the course of providing services remain the Contractor's property. The customer receives a simple, non-transferable right of use within the scope of the contract purpose. For SaaS products and software licences, the customer receives a simple, non-transferable, non-sublicensable right of use for the duration of the contract or licence. No transfer of ownership takes place. Open-source components: Some products of the Contractor (e.g. Personal Suite, selected MCP servers) are published under open-source licences (MIT, Apache 2.0). For those components the terms of the respective open-source licence apply in addition. The Contractor does not assume any warranty for open-source components used outside the agreed scope of services. The Contractor may display works created for the customer in its portfolio (e.g. at studiomeyer.io/referenzen) as a reference unless the customer explicitly objects. Any further use (e.g. case study mentioning internal company details) requires separate consent.

12. Final Provisions

The law of the Kingdom of Spain applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only to the extent that the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn. The place of jurisdiction for all disputes arising from or in connection with this contract shall be the courts of Palma de Mallorca (Illes Balears, Spain), provided the customer is a merchant, legal entity under public law or special fund under public law or has no general place of jurisdiction in the EU. The European Commission provides a platform for online dispute resolution (ODR platform), available at https://ec.europa.eu/consumers/odr. The Contractor is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration body. Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision is to be replaced by a valid one that comes closest to the economic purpose of the invalid provision. Amendments to these Terms will be communicated to the customer in text form at least 6 weeks before they take effect. If the customer does not object to the amendments within that period, they shall be deemed accepted. The customer will be specifically informed of the right to object and the consequences of silence in the amendment notice. A special right of termination as of the date the amendment takes effect remains unaffected. Last updated: April 2026